TRIPEX OVERSEAS LIMITED
ANNUAL REPORT 2005-2006
TRIPEX OVERSEAS LIMITED
Your Directors have pleasure in presenting herewith their 11th Annual
Report together with the Audited Statements of Accounts for the ear ended
31st March, 2006.
Sales & Other Income 198346.738 35793.834
Total Expenditure 163567.579 35451.956
Profit/(Loss) before Interest 34779.159 341.878
1. Interest 991.384 -
2. Depreciation 3008.974 3.175
Profit (Loss) during the year 30778.801 338.703
Less: Provision for Taxation:
- Current 2760.798 28.000
- Deferred 5927.590 -
Net Profit (loss) 22090.414 310.703
Balance carried to Balance Sheet 4584.611 (1637.284)
During the year your company has declared and paid maiden interim dividend
of Rs.0.75 (7.5%) per Equity Share. Your Directors are pleased to recommend
Final Dividend of Rs.0.75 (7.5%) per Equity Share on Enhanced share capital
of Rs.804.43 Lakhs, divided into 80,50,000 equity shares of Rs.10/- each,
for the financial year ended 31st March 2006. Considering the Interim
Dividend of Rs.0.75 (7.5%) per Equity Share already paid, the total
dividend for F.Y. 2005-06 works out to 15% per Equity Share. The total
Dividend Payout including Dividend Distribution Tax of Rs.16.94 lakhs would
absorb Rs.137.69 lakhs (previous year Rs.Nil), which works-out 62.33% of
PAT. This will be the first ever dividend declared by your company.
PRESENT OPERATIONS & FUTURE PROSPECTS:
During the year the company has taken over two dyes and intermediates
manufacturing units viz. M/s. JS Chemical and M/s. Solvochem Industries on
going concern basis and performance of both the units have been
satisfactory. The company plans to give more thrust on export market for
its dyes and intermediates business. The Company's Sales Domestic and
Export have increased to Rs.1933.55 lakhs as against Rs.357.37 lakhs for
the previous year, registering an increase of 441%. The Net Profit has gone
up to Rs.220.90 lakhs compared to Rs.3.10 lakhs in the previous year,
registering a growth of 71 times of the previous year. The Company's
aggressive thrust on expanding export market particularly Japan, Germany,
UK & USA have yielded good results. The Company has achieved a total export
sales of Rs.227.10 lakhs.
EXPANSION AND CAPACITY ENHANCEMENT:
Looking at the thrust of our products and increasing demand in
international market your company decided to set up a complete new unit at
Naroda, Ahmedabad for manufacturing Hair Dyes and D.T.P.T. and to augment
the fund requirement came out with the issue of 30,00,000 equity shares on
Your company has successfully allotted 29,50,000 equity shares of Rs.10/-
each at a premium of Rs.31/- to the non promoters of the company and
managed to raise Rs.1209.50 Lacs. After setting up the unit the trial run
was also successfully carried out in the month of March 2006.
Your company is also in pipeline to enhance further capacity through
amalgamation of three different units which are engaged in the same line of
business. The scheme of amalgamation was duly approved by your Board of
Director and further the same has been submitted to the Bombay Stock
Exchange Ltd. For their approval as required under the Listing Agreement
your director are hopeful to get the permission of the Bombay Stock
Exchange Ltd. Shortly.
RESEARCH & DEVELOPMENT:
We have sharpened our focus on R & D, which has been the trust area during
the year and your company will continue to commit significant funds to
strengthen the R & D capabilities to successfully counter the challenges in
the world of dyes and intermediates.
Your company has established a modern Research and Development laboratory
with most modern equipments such as Macbath, Spectrophotometer, HPLC, TLC,
Paper Chromotograph, Rota Dyer, Anti dusting test apparatus etc. Your
company is constantly developing new products to meet the customer's
demanding requirements. The R&D work of the company specialize in:
* Innovation of new product and techniques
* Sophistication in instrumentation
* Research for availability of new raw materials with international quality
* Research for new cost effective product.
* Adopt innovation in process technology to conserve energy and time.
* Develop eco friendly product.
Shri Kiritbhai Patel and Shri Laxminarayan Patel retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for re-
appointment. Your Directors recommend their re-appointment.
The shares of the Company are listed at Bombay Stock Exchange Ltd., and the
fees for the year 2006-07 have been duly paid. The Shares of the Company
have been delisted from the Ahmedabad Stock Exchange Ltd., w.e.f.
27.02.2006 as confirmed by their letter no. ASEL/2006/810 dated 23.02.2006.
The company has not accepted any fixed deposits and as such, no amount of
principal or interest was outstanding as of the date of Balance Sheet.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirmed
a) That in the preparation of the annual accounts for the financial year
ended 31st March, 2006, the applicable accounting standards have been
followed and there is no material departures from the same;
b) That the Directors have selected such accounting policies and applied
them ar and of consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that year;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) That the Directors have prepared the annual accounts for the financial
year ended 31st March, 2006 on a going concern basis.
A separate report on Corporate Governance as prescribed by the Listing
Agreement of the relevant Stock Exchanges forms part of the Annual Report
2006-07 along with Certificate as received form M/s. Naimish K. Shah & Co.,
Auditors of the company on its compliance.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report for the financial year ended as on 31st
March, 2006, is annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
The statement of Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo required under Section 217(1)(e) of the
Companies Act. 1956, read with the Companies (Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988, is annexed herewith as
Annexure A which forms part of this report.
PARTICULARS OF EMPLOYEES:
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable since
none of the employees was in receipt of total remuneration of
Rs.24,00,000/- or Rs. 2,00,000/- p.m. during the financial year.
M/s. Naimish K. Shah & Co., Chartered Accountants, Auditors of the Company
who retires at the ensuing Annual General Meeting are eligible for
reappointment and have expressed their willingness to accept office, if re-
The Company has received a certificate from M/s. Naimish K. Shah & Co.,
Chartered Accountants, under Section 224(1B) of the Act, 1956 informing
that the reappointment, if made, would be within the statutory limit.
The directors place on records their appreciations, of the support and
cooperation received from the employees at all level in achieving the
overall result in a challenging and through competitive environment.
The directors also record their appreciation of the continued support and
encouragement received from their customers, suppliers and acknowledges the
assistance and cooperation extended by the company's bankers.
By Order of the Board
Registered Office: For TRIPEX OVERSEAS LIMITED
317, Saman Complex,
Opp. Nalanda Complex,
Ahmedabad-380 015 Ashok Jain
Dated: 13th April, 2006 Chairman & Managing Director
ANNEXURE TO THE DIRECTORS' REPORT
Particulars pursuant to section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in Directors' Report) Rules,
A. CONSERVATION OF ENERGY:
1) Energy Conversation measures taken:
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and execute
energy conservation schemes. Effective measures are being taken for overall
technological up gradation of plant and machinery.
2) Total energy consumption and energy consumption per unit of production:
2 A) POWER AND FUEL CONSUMPTION:
1) Electricity 2005-06 2004-05
Unit 2,95,038 NIL
Total Amount (Rupees) 14,60,440
Rate/Unit (Rupees) 4.95
b) Own Generation:
1) Through Diesel Generator:
Unit 161,460 NIL
Unit per Ltr. of Diesel Oil 3.42
Average rate per unit -8.65
2) Through Steam Turbine Generation NIL NIL
Units per Lt. of FUel/Oil/Gas Cost/Unit
3) Coal (Specify Quality and where used):
Qty. (M.T.) Lignite NIL NIL
Total Cost (Rs.)
Avg. Rate (Rs.)
Cost of Consumption per unit of
4) Furnace Oil NIL NIL
Qty. (K. Ltrs.)
Avg. Rate (Rs.)
5) Others/Internal Generation NIL NIL
B) TECHNOLOGY ABSORPTION:
a) Research and Development:
i) Specific areas in which R & D carried out by the Company:
Your Company continue to test and work with, technologies and engage, in
Research & Development program. Efforts of the Company are directed towards
quality control and a improvement of in-house expertise.
ii) Benefits derived as a result of the above R & D:
The above R&D activities have resulted in improvement of product quality
and cost effectiveness.
b) Technology Absorption and Innovation:
The Company has been putting emphasis to train its technical personnel by
way of providing training to them for the latest technology available. It
has resulted in a better quality of product has been brought to the
International Standard, besides improving the productivity and reducing the
C. FOREIGN EXCHANGE EARNINGS/OUT GO:
Particulars 2005-06 2004-05
Foreign Exchange Earned:
Export of Goods on FOB Basis 227,10,339 Nil
Foreign Exchange Used:
Foreign Travailing 497,200 -
On behalf of the Board
Date : 13th April, 2006 Ashok Jain
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of Listing Agreement, a Management Discussion &
Analysis report is given below:
INDUSTRY STRUCTURE AND DEVELOPMENTS:
Your company is engaged in the business of manufacturing and trading of
wide range of organic chemicals used as dyes and intermediates in the
textile, pharma and colour industries. The products are sold in both in
domestic and export market. The products of your company are mostly
industrial inputs and customers are industries which are engaged in
business of Bulk drugs, textile, packaging, petrochemicals, inks etc.
During the year under review performance of your company has been
encouraging. Due to improvement in domestic market your company has
achieved tremendous level of turnover. Your directors are hopeful to
achieve better growth in export market for its dyes intermediates. Your
directors are hopeful that the company is in position to compete in the
OUTLOOK ON OPPORTUNITIES, THREATS, RISK AND CONCERNS:
As far as the future outlook is concerned, the company is expects to
increase the scope of the business in the future, considering the fact that
industrial growth of textile is picking up. The company is planning to
expand its existing export Market.
In view of present liberalised textile policy of Central Government the
Company has excellent opportunity to perform better in future.
As considering the threats & risks factors, Government set up and the
policies looking at WTO regime, may effect the performance of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company is committed to maintaining high standards of internal
controls designed to provide accuracy of information, efficiency of
operations, and security of assets. The company has adequate internal
controls commensurate with the size and nature of its operations to ensure
orderly and efficient conduct of business.
These controls ensure the safeguarding of assets, prevention and detection
of fraud and error, the accuracy and completeness of the accounting
records, timely preparation of reliable financial information and adherence
to companies policies, procedures and legal obligations. the audit
committee of the Board of Directors meets periodically to review the
performance as reported by the auditors:
The company's Income for the Financial Year 2005-06 is Rs.1983.47 Lacs. The
Company has earned net profit after tax of Rs. 220.90 Lacs. Net sales have
increased by 441% to Rs.1933.55 Lacs compared to Rs.357.37 Lacs of the
The company continues to have harmonious and cordial relations with its
employee at all locations. Induction programmes are held for new employee
and training program and workshop are held both at global and local levels
to sharpen the skill of the staff. The company is currently engaged in the
implementation of strong HR practices and systems, comprising recruitment
procedures, performance appraisals, compensation, reward system and
The company's rich intellectual capital, supplemented by new HR practices,
is expected to improve its operational efficiencies leading to sustainable
Management Discussion and Analysis report are based on certain assumptions
and expectations of future events. The Company cannot guarantee that these
assumptions and expectations are accurate or will be realized by the
Company. Actual results could differ materially from those expressed or
implied. Important factors that could make a difference to the Company's
operation include global and Indian market conditions, Government set up,
changes in the Government Regulations, Tax regimes and such other factor.
The Company assumes no responsibility to publicly amend, modify or revise
any of these statements on the basis, of any subsequent developments,
information or events.